Guardian
by Transformer Author Spotlights
Summary: BW :: second in Seer Arc :: The Predacons command a potent new weapon, threatening to permanently end the Maximal resistance. How was such power created at all? Why are animals and plants dying? And everyone's life depends on... Cheetor?
1. Part I

_Proxy Note(s)_: This is the story that truly begins Nicki's _Seer_ universe. I really enjoy her stories for not just including more than a few characters from the series, but many of them. She explores their characteristics and adds depth that, perhaps given more time ::cough-andnottouchedbysimonfurman-cough:: , the television series might have reached. And I love her OCs (original characters). You will meet one important such OC in this story and many more in "Buried Secrets".

...If I could have a plushie, it would be of her. ::nervous giggle::

Anyhow, please - enjoy!

_Disclaimers_: Transformers is owned by Hasbro and its various licensees. Story plot and any characters contained herein which are not part of Transformers: Beast Wars are the intellectual property of Nicki Ellsesser, whom I am fairly certain did not earn anything other than emotional fulfillment. This story is presented as closely to the author's original as possible while conforming to FFN's formatting restrictions - including grammatical and/or spelling errors, et cetera.

_Claimer_: I wrote the summary. Any suggestions for possible improvements are welcome.

_Edit 30-April-2009_: I discovered the original summary on realmlibrary dot net. "The Beast Wars planet is slowly dying, the Preds are mounting a full scale assault, and the key to everyone's survival lies with...Cheetor? Second in a series."

* * *

**  
Guardian, Part One**

by Nicki Ellsesser

PART I

Energon. The planet pulsed with it; its every surface was saturated with it. The crackling crystals were sources of energy for the beings that had crashed all those months ago, but they were so much more. Energon was the planet's blood, its breath, its heart. That which reached the surface became unstable, a myriad of reactions that left it dangerous and volatile, but still a part of the planet. Beneath the earthen crust however, was a wealth of stable energy. Useable energy. Needed energy.

--------------------------------------------------------------------------------

"You bumbling imbeciles! Be careful with that!" Blackarachnia hissed as for the third time a crash sounded behind her, indicating her "assistants" had dropped their cargo yet again.

"How much further is it? This stuff is getting heavy," Terrorsaur whined, shifting his load.

"Wazzzpinator think spider-bot's readings are wrong," Waspinator added as they rounded yet another bend in the tunnels. The three Predacons were deep into a system of magnificent caverns beneath the surface of the planet, following readings of energon Tarantulas had picked up when he began expanding his lair.

"Waspinator thinks? I thought I smelled something burning," Blackarachnia muttered to herself, silently cursing Megatron for forcing those two on her. She consulted the device in her hands yet again, smiling to herself when the readings came up stronger. There was stable energon nearby, and lots of it.

"This way," she called back coldly, her voice distorted by the echoes of the cavern. Close now, so close. The trio at last came out of the dark, twisting maze of the tunnels, to be greeted by an awesome sight. The tunnel emptied into a cavern of mosterous proportions. The ceiling was lost to sight, shrouded in deep shadows, and the stone floor was worn smooth with age. The soft yellow light of their lamps was drowned by the subdued violet glow of thousands upon thousands of crystalline deposits of energon. The air of the cavern thrummed with untapped power. Blackarachnia slowly, almost reverently, reached out with one claw and lightly traced the surface of a large crystal before her.

"It's stable. It's all stable," she whispered. Then a dark and manic expression replaced her awe. "And it's *mine*."

"*Ours* you mean," Terrorsaur interjected slyly, yet another scheme of takeover seizing his mind, what there was of it. "What do you say? With this much energon we could overthrow Megatron easily."

Blackarachnia regarded him thoughtfully, then made a gracious sweeping gesture with her claw.

"Of course. *Ours*. But first, let's allow Megatron to get rid of the Maximals for us, shall we?" One did need underlings, after all.

"How doezzz spider-bot's machine work?" Waspinator interrupted further plans between the two would-be usurpers.

Blackarachnia sighed heavily. "I doubt you would understand. Scratch that, I *know* you wouldn't understand." She clenched her jaw and rubbed her forehead wearily. She was supposed to exploit this energy source with *those* two? They didn't have half a brain cell between them. They would be the first to go when she took over the Predacons.

"All right boys, welcome to Energon Mining 101."

As those last few words were replaced with the sounds of clanking machinery and thinly veiled insults to Waspinator and Terrorsaur's parentage, Megatron switched off his comm link and leaned back in his "throne", a thoughtful expression on his face.

"I really ought to do something about the... ambitions... of those two. Yes. Tarantulas!" He barked into another comm unit. The viewscreen in front of him flickered to life to reveal Tarantulas deep in the workings of their latest plan.

"Y-yes Megatron?" Tarantulas asked distractedly.

"I want you to keep an eye on Miss Arachnia. See that she doesn't get any ideas about what to do with that energon. And contact Inferno, I want him on constant patrol. Mustn't give the Maximals a chance to find us out before we have sufficient energon to power the weapon. No."

"Of course, Megatron." Megatron deactivated the viewscreen and engaged in his favorite pastime- daydreaming about the day when he would crush the life out of that fool Optimus with his bare hands.

--------------------------------------------------------------------------------

_Three days later_

"Anything new from the Predacons?" Optimus asked, though he suspected he knew the answer before Rattrap opened his mouth.

"Not a peep. Normally I wouldn't be complainin', but 'dis is startin' to make me nervous."

"Me too. Scans are coming up empty, Airazor and Tigatron haven't had anything to report. It's too quiet."

"I *really* hate it when people say things like 'dat."

"Well, Cheetor and Dinobot still haven't made their day's reports yet, maybe they'll have something." He doubted it though. There was something going on, and Optimus felt to the very core of his being that it was something big.

--------------------------------------------------------------------------------

Cheetor trotted lazily through the jungle foliage, alert for Pred attacks, but not really expecting any. It had been the same for the past three days, no trace of their enemies. He supposed it would mean something bad when they finally did rear their heads again, but for now it couldn't hurt to enjoy the respite. The young Maximal didn't have Tigatron's respect or love for nature, but even he occasionally enjoyed a nice long run over the terrain. He was about to engage in one when a loud fluttering caught his attention. Glancing up, Cheetor saw a dark mass of flapping wings and feathers. He stopped and watched as the hundreds of birds wheeled madly though the air, heading deeper into the jungle. Come to think of it, a *lot* of the natural wildlife had been scarce lately.

"Must be migrating or something," he said to no one in particular, shrugging it off. He was almost back to the Axalon now, and he was sure Optimus would be disappointed when he had yet another report of nothing. His last communication with Dinobot an hour ago had confirmed that he, too, had found nothing. Zilch. It was as if the Preds had vanished. His paws crunched over dead leaves and branches. The trees and grass were already becoming brown and bare as yet another winter drew closer.

--------------------------------------------------------------------------------

Dinobot was thoroughly disgusted. The Predacons were *obviously* up to something, and what did Optimus do? Increase scouting patrols. As if Megatron would be stupid enough to leave whatever he planning in plain sight. Dinobot had come to respect the Maximal leader's skills as a warrior, but he held the private opinion that often, those skills deserted Optimus. Dinobot threaded his way through the sun-dappled canyon Optimus had sent him to scout, making his way back to the Axalon. As he passed one of the small streams that filtered in, he sensitive nose caught the warm, cloying scent of death.

Sure enough, at the edge of the stream, under a humming black cloud of flies, lay a dead bird. A few dead fish floated further out in the sparkling water, their once vibrantly colored scales flaking off in decay. Dinobot sighed as he moved on. The animal kingdom was so much simpler. Only the strong survived.

--------------------------------------------------------------------------------

Far above the Axalon, a group of cold, calculating eyes fixed on the ship hungrily, waiting for the right moment to strike.

"There goes one of those annoying cats. Shall I blast him?" Blackarachnia inquired, as Cheetor's spotted form came into view.

"And ruin the surprise, Miss Arachnia? I think not. No." A purplish Tyrannosaur answered, his gleaming red eyes trained on the ship below them. "Tarantulas, is that contraption online yet?" Megatron barked to his resident scientist. The purple and green robot tapped a few final sequences into his device and chuckled softly.

"Ready Megatron. The Maximals won't know what hit them."

"Ah good. Now we just wait for that traitorous Dinobot and the fun can begin. Yes. And speak of the devil, there he is now." Megatron continued as Dinobot entered his field of vision. The raptor disappeared into the ship and the shimmering green shield blinked into existence.

"Looks as though they're expecting something." Blackarachnia noted.

"For all the good it will do them. Terrorsaur, Inferno, Waspinator, get into position."

"As you command, my Queen." Inferno growled before taking to the air, with Terrorsaur and Waspinator close behind him. Megatron sighed wearily and turned to Scorponok.

"Would it really be that hard to call me King?" he asked rhetorically.

"I still don't understand why we don't just annihilate them! We have the power!" Blackarachnia hissed suddenly.

"Now Blackarachnia, where's the fun in that? I have bigger plans for the Maximals...Yes." Megatron answered, his voice soft and dripping with malice.

"Anything new to report?" Optimus asked Dinobot, though it was just a formality. He was not surprised when Dinobot shook his head.

"Nothing."

"Great, just great. 'Dis is gonna be *really* bad when they *do* decide to show their ugly faces again."

"You have an astonishingly firm grasp of the obvious, vermin." Dinobot muttered sarcastically.

"Oh yeah? Well at least I'm not a-WHAT THE SLAG!" Rattrap's retort quickly turned into an exclamation of shock as a tidal wave of force slammed into the Axalon, sending its inhabitants crashing to the floor and shaking it to its very foundations. Alarm klaxons blared out their piercing song as system after system showed damage. The Maximals had barely recovered from the first blast when another unleashed its fury upon them.

"The Preds! It has to be!" Cheetor shouted above the growing din of sirens and alarms.

"No, ya think?" Rattrap yelled back, fervently trying to coax some readings out of their damaged sensors. "Man, oh man, we got fliers comin' in fast. Sentinel's holdin' 'em off, but shields are at 65 percent and droppin'."

"Prime. Rhinox! I want you to work on getting that shield back up; Rattrap, stay with him. The rest of us will try to force them back. Maximals, Maximize!"

--------------------------------------------------------------------------------

"Wonderful, right on schedule. Tarantulas, give them one last taste of our little toy and then prepare to retreat." Megatron said as the Maximals swarmed out of their base. Optimus and the female Airazor predictably took to the air and engaged Inferno and Terrorsaur. Dinobot focused on Waspinator, which left only that foolish child Cheetor and their resident "noble savage" Tigatron to provide ground support and ferret out the rest of them. Megatron found the very idea most amusing. They were safely out of range of even the most determined scanners. Beside him, Tarantulas giggled maniacally as he adjusted the aim of his latest invention. He flipped a last switch and a beam of white-hot light shot out of its mouth, bearing down on the Axalon like some hungry predator. It struck with the fury of an avenging demon of Terran lore, and Sentinel's shields sputtered and buckled underneath its force. The Maximals on the ground got even closer to it as the resulting shockwave slammed into them, and they lay with dazed and stunned expressions.

"Megatron, their shields are down. We should attack!" Scorponok shouted, turning to his leader with a beseeching look. Megatron merely shook his head.

"Not yet. Get the weapon back to base, and radio the fliers to cover our retreat." With that, Megatron turned and stalked off, leaving his lackeys shocked beyond belief. The shock of the Predacons, however, was *nothing* compared to that of their foes.

"I don't get it Big Bot, they *had* us. Why'd they run?" Cheetor asked, voicing the question in everyone's heads. Optimus sighed and pressed hand wearily to his forehead.

"I have no idea. I do know that this was planned down to the smallest detail. They wanted to show us they had a new weapon. The fliers only put up token resistance, it was a *show*."

"That's not Megatron's style, he wouldn't pass up an opportunity like that unless he was sure there'd be another one." Rhinox said slowly from where he sat, trying to repair the damage done by the Predacon weapon. The shields were completely down for the moment.

"With a weapon like that, there is no guarantee there will not *be* another opportunity." Dinobot rasped.

"But where are they getting the energy to power it?" Airazor decided to join in the conversation.

"Rhinox?" As one the group turned to their resident scientist.

"It would take massive amounts of stable energon to create a ray of that intensity. I don't know where they could have gotten it though. We've mapped all the stable energon deposits around here, there's nothing that big."

"Wait, Quicksilver's files on the Tenacious! They said there were massive deposits of stable energon underground, right?" Airazor said suddenly, not noticing the small shudder her words elicted from Cheetor and Rattrap. None of them liked to be reminded of *that* particular event. Rhinox considered this for a few moments.

"You're right, it's possible the Preds found one of those deposits."

"And that means they could possibly have access to a near-limitless supply of energon." Optimus said grimly.

"So what do we do Big Bot?"

"For now? Nothing. I hate to say it, but the Predacons are holding all the cards. Airazor, Tigatron, I'd like you to remain at base until we know where we stand. In the mean time, I suggest you all get some rest. I have a feeling we're going to need it."

--------------------------------------------------------------------------------

_Later that night_

Outside the Axalon all was quiet. Not a sound broke the still night air, save one. At the edge of the nearby plains, another few plants withered, their stalks drooping, their blooms falling lifeless to the ground. A crashing could be heard through the tall grass as a deer staggered out into an opening. It stumbled about blindly before collapsing in a heap on the browning, dead grass, and lay panting.

After a few moments, even that small sound ceased.

--------------------------------------------------------------------------------

It grew desparate. It felt the drain, like an open wound. Before long, all of its children would fade away, starved for the life It gave. It searched frantically, calling out, hoping against hope that something would hear. Then amazingly, it touched something, a Presence that stood out amongst the countless Presences of the planet. One who would hear.

_Help me_ It whispered. _Help me._


	2. Part II

Proxy Note: **Donna Noble** commented that it would be better to put the Guardian's speaking/thinking (--same thing) into italics to make it easier to follow. I replied that I wouldn't, seeing as this work is not mine, but... I pondered further and looked closely at the entire story... and changed my mind. I will make an exception to my rules and change the format an eensy bit. See? Reviews have power! And thank you to everyone who has reviewed so far, has read, or even accidentally clicked on the wrong story.

* * *

PART II

The fragile contact It had established disintegrated, and the Presence It had felt faded away into the stream of other Presences, muted once again. It felt a crushing wave of despair. Its children were dying! It *had* to get help.

--------------------------------------------------------------------------------

Cheetor blinked slowly and rubbed a paw across his face. *What* had *that* been?

"Jumpin' gyros, I gotta lay off the midnight snacks," he murmured, arching his back in a classic cat-stretch before settling back into place. If the Preds had anything to do with it, *none* of them would be getting much sleep in the near future; might as well take advantage of the opportunity while they could.

--------------------------------------------------------------------------------

Had anyone been around to see the group of animals that stalked through the forest that night, they would have been struck dumb with amazemnt, if not by the two dinosaurs alone, then by the strange spectacle of a giant fire ant lugging a cannon-like contraption behind it. The little group crashed through the withering underbrush, oblivious to all else but their own concerns.

"Ah, that was most satisfying, yes," Megatron said, exulted by their 'victory'. "Now all we have to do is wait."

"I *still* don't understand why we didn't attack, Megatron. They were *defensless*," Scorponok intoned for the umpteenth time since the Predacons had left the Maximal base. Megatron sighed heavily.

"Good help is *so* hard to find these days. I want the Maximals to suffer, to drive themselves to distraction trying to second-guess us. I want them to sit in their base and *think* about the fact that we could crush them at any time. And when they've exhausted themselves and their guard is down...we strike!" Behind and above him Terrorsaur flapped his wings angrily and soared up a little higher.

"Strike? Strike *out* you mean. Megatron is such a fool. We should have destroyed the Maximals when we had the chance!" He muttered to himself. Blackarachnia was an even bigger fool if she thought Megatron would defeat the Maximals for them. In fact, she was fool for waiting at all. Suddenly, an idea took hold. Had it been capable of doing so, Terrorsaur's beak would have curved into a crafty smile.

"Why not?" He whispered and dropped back behind Waspinator, until he was gliding just above Inferno and their new weapon. Stealthily he landed on the small platform before the controls and terrorized, waiting to see if Inferno would notice. Thankfully, the ant continued its single-minded march after his "royalty". Well, after a moment there would be a *new* royalty. Ahead of them, Blackarachnia was bickering loudly with Scorponok, effectively masking any sound he made. Luck was with him! Slowly, quietly, he readjusted the settings on the weapon, and brought its sights to bear right in the center of Megatron's head.

--------------------------------------------------------------------------------

It had almost given up hope of being heard, when again the Presence intruded on Its senses. Frantically It began calling out again, desperately seeking to make the Presence aware of Its plight.

--------------------------------------------------------------------------------

Cheetor stared in horrified silence at the scene before him. It was the Axalon...but not the Axalon. This ship was a rusting hulk, scored by blaster fire, and riddled with blackened holes. Dazed, he looked around him, and realized he wouldn't have recognized the terrain had the Axalon, or what was left of it, not been there. The falls had disappeared, leaving cracked and barren earth behind, littered with sun-bleached bones. The sky above him was a sickly yellow, and the air was choked with dust. The verdant plains that had been visible from the Axalon had vanished as well; only the hard, cracked earth remained, as far as the eye could see. The only plantlife were sparse, dead, and dying weeds and the sad leafless remains of trees. Not a single sound broke the awful silence, save the soft crying of the wind. "What happened to this place? Where am I?" He shouted, and his voice came out oddly distorted, echoing off the rocks.

_Help me, please help me. Look around you, young Seer. Already this scene is being painted. I can't stop it! I can't last much longer._ A voice came out of nowhere, seeming to surround him. With a start he recognized it as the voice that had woken him earlier.

"This is too weird. Who are you?" He waited a few moments, but was offered no further answer. Abruptly, the blistered landscape melted away, and a new scene was laid before him.

"This is Pred territory." He said softly, noticing the many lava-formed rocks and volcanoes. Before him was a large rock formation, unusual in its utter eveness. With a start he realized it was an entrance to a cave, an archway...decorated with symbols he hadn't seen in months, had hoped never to see again. Alien symbols that had been all over the probe at the Standing Stones. Then, from deep inside the shadowy cave, a now familiar voice floated out.

_Help me_ Without warning, the ground caved away from under him, and he plummeted down into the earth.

--------------------------------------------------------------------------------

Terrorsaur's finger hovered above the trigger, and he stopped a moment to savor his triumph. At last he would take his rightful place as leader of the Predacons!

"So long, Megatron." He whispered and depressed the trigger. The weapon hummed to life, a deadly bolt of white hot energy forming at the mouth of its barrel.

"Inferno- Terrorize!" Terrorsaur had no time to react to the words as the red robot whipped around and hurled himself at the base of the weapon, and sending it crashing to its side. The bolt of energy spewed forth as expected, but went horribly wide of its intended target, cutting a wide swath of destruction in the terrain near it, leaving nothing but a few charred pieces of wood.

"It is as you said, my Queen; the flier sought to terminate you." Inferno growled, his flame-thrower trained on Terrorsaur. Megatron turned lazily towards the spectacle and smiled coldly at the would-be assasain.

"Tsk, tsk, tsk Terrorsaur, don't you know better by now? Inferno-"

"Death to all who oppose the Royalty!" Inferno shouted maniacally and fired point blank into Terrorsaur. The robot writhed in agony as tongues of flame washed over his prone body, until he finally shut down, and lay unmoving on the scorched earth. Inferno kicked the inert robot, an expression of contempt on his face.

"Any other takers?" Megatron asked pleasantly, staring right at Blackarachnia. He was greeted by silence. "Good. Now let us continue. Inferno, see to that traitor."

"Yes, my Queen." Megatron rolled his eyes and lumbered off, his tail lashing.

"Well, that went *spectacularly* well." Blackarachnia muttered sarcastically before following.

--------------------------------------------------------------------------------

Cheetor fell....and met the cold metal floor of the Axalon in none too gentle a fashion.

"Ow! Man, why me?" He growled ruefully, rubbing his head. Still muttering to himself, he exited his room and sauntered over to the lifts, suddenly needing a breath of fresh air. He strolled out and sat down in a patch of early morning sunlight and tried to make sense of what had happed last night. He'd never had dreams like that before they'd landed on this wacko planet. Lost in his musings, it took him a few minutes to notice the low drone that filled the air. Glancing up he saw a black cloud of flies hovering over a dead deer in a patch of grass. He shuddered, remembering the dead plain and hardened earth of his dream.

Look around you, young Seer. This scene is already being painted. The words drifted through his mind, and with a growing sense of dread he took a closer look at the plains. He gaped at what he saw. Overnight, it seemed, the grass had become dry and brown. The plantlife had withered into drooping husks.

"No way. It can't be." He whispered, trying to deny the truth of what his eyes told him.

_This scene is already being painted._

--------------------------------------------------------------------------------

"Vegetable blight. That's all it is, and frankly with all the dry weather we've had lately I'm not surprised." Rhinox said quietly, not quite understanding what Cheetor was so concerned about.

"Then how do you explain all the dead animals around here? How about all the birds I saw making for the jungle like their tails were on fire?"

"It's nature, Cheetor. Things die all the time. And as for the birds, it's migrating season." At the bigger Maximal's words, Cheetor growled in frustration. Why didn't they understand?

"But it's something else- I know it is!"

"And just how do ya' know, Kiddo?" Rattrap interjected, a bemused expression on his face.

"I just do! I had this dream last night, and there's a cave in Pred territory, we have to go there, there was this voice and-" He was interrupted by loud laughter.

"Whoa, whoa, whoa...you're sayin' you want us to waltz into Pred territory with 'dat new weapon of theirs because you're hearing voices in your head? Why don't we just shoot ourselves now and save the Preds the trouble?"

"No! Er..yes..uh, I don't know! Big Bot, ya' gotta believe me, something's *wrong* out there!"

Optimus regarded his youngest crew member thoughtfully, then shook his head. "I'm sorry Cheetor, but Rattrap's right. We can't just walk into the Predacon's backyard because you're having nightmares." Cheetor's shoulders slumped, and he gritted his teeth as he heard Rattrap snickering again. He whirled furiously on the rat.

"You think I don't know what I'm talking about?!" He shouted accusingly. "Fine! But just wait, you'll see!" With that, he stormed out of the helm, leaving three very shocked Maximals staring after him.

"I knew it'd happen sooner or later...'da kid's snapped." Rattrap said. Rhinox turned and glared at the small Maximal. "What? What'd I say?" Rhinox simply shook his head and went back to repairing the damage done by yesterday's attack.

--------------------------------------------------------------------------------

"Recharge the weapon, Tarantulas. I want to hit the Maximals again tomorrow. That ought to give them enough time to sweat, yes," Megatron barked, and Tarantulas scuttled off to his lab.

"I hope you don't intend to play with them for *too* long." Blackarachnia said quietly. Megatron grinned ferally and turned towards her.

"Oh no, Miss Arachnia. By this time tomorrow, we will be decorating the ship with the heads of our enemies, yes."

--------------------------------------------------------------------------------

For the first time in days, It had hope. Help was within reach, Its children may yet be saved, though It ached with the loss of those already gone. Its thoughts were scattered, as once again It felt the excrutiating pull.

_No! No, no, no!_ It cried, feeling the wound widen. Soon there would be nothing left, and then It wouldn't matter if the Seer came to help.


	3. Part III

Proxy's Note: The author saw her work and contacted me to give me her permission. As you read this chapter, please ignore the SQUEEE~! you may hear in the background.

* * *

PART III

At long last, the agonizing pull subsided, leaving It still weaker. It raised a silent cry of horror and pain as It felt more of It's children slip away. Where was the Seer? Surely he would come to help...surely.

_Please, we need you_, It whispered.

--------------------------------------------------------------------------------

Tigatron padded through the silent forest, a growing sense of dread welling up inside of him. He stared at the wilting greenery, the brown and dead grass. His sensitive nose caught the sickly sweet scent of rotting flesh all around him.

"This cannot be natural. But what could have caused it?" He murmured to himself. Airazor had told him of a similar vista in her patrol area. Even with the cold of winter drawing closer, this should not be happening.

"A new wind is blowing through the land… and it brings only ill. Optimus should know of this." With that, Tigatron reversed his direction and raced back towards the Axalon.

--------------------------------------------------------------------------------

"Is all in readiness, Tarantulas?" Megatron demanded as soon as the spider came into view.

"Of course, Megatron. The weapon is charged and ready, and Inferno reports no Maximal patrols."

"Excellent, yes. Then charge for battle, today is the last the Maximals shall ever see!"

"What do you want to do with Terrorsaur?" Tarantulas inquired suddenly. "I have some delightful experiments in the works that he would be perfect for." The purple spider giggled softly to himself at the thought of a live Cybertronian specimen to work with.

"That traitorous prehistoric chicken is of no concern to me right now. I will decide his fate after our victory... yes. Inform the others that we depart in ten cycles."

"Of course, Megatron." Tarantulas skittered into the shadows, and Megatron leaned back in his "throne".

"Well, Primal, it looks as though checkmate is mine, yes."

--------------------------------------------------------------------------------

Cheetor paced in his room, teeth clenched and tail lashing back and forth. He couldn't remember the last time he had been this angry. Come to think of it, he wasn't sure he had ever been this angry.

"They think I'm crazy!" He exclaimed, then paused as another thought took hold. What if they were right? He sat down heavily, and stared wide-eyed at his reflection in the shiny metal walls of his room. What if he really had lost his mind? He closed his eyes, trying to recall what it was that made him so sure it had been real. It hadn't been the images, of that he was fairly certain. After a few moments he hit upon it. It had been the raw emotion of the whole thing. The desperation, the fear, and beneath it all the terrible sadness, the sense of painful loss, all of it came rushing back to him. He had felt it all to the very core of his being. His eyes snapped open again, now lit with steely determination. It had not been a dream... it had been total, concrete, and in-your-face reality. Someone or something out there needed help, and he intended to do everything within his power to see that they got it. And if Optimus and the others weren't going to believe him, then he'd do it alone.

"Hang in there, I'm coming." He said out loud, before slipping out the door and exiting the ship entirely, once again not bothering with the possible consequences of his actions. But such is the way of youth. Had he the experience and wisdom of some of his older teammates, he might have known that it is often the bravest deeds that bear the greatest cost.

--------------------------------------------------------------------------------

Tigatron spotted Cheetor racing away from the Axalon as he broke through the last of the browning undergrowth of the forests. "Odd," he thought to himself. Optimus had ordered them all to stay close to the Axalon until they reached a decision about the Predacon threat. Dinobot, as per usual, was pushing for a frontal assault on the Predacon base. Perhaps Optimus had relented, and sent Cheetor out to scout?

"Yo Stripes, ya seen the kid around? We can't find 'im anywhere and the boss is havin' a fit." Rattrap's voice intruded on Tigatron's thoughts as his comm unit crackled to life. With a sinking heart, Tigatron turned his eyes in the direction Cheetor had taken. Already he was lost to sight.

"Yes Rattrap, I have seen him," he said quietly, and ran the rest of the way to the Axalon as fast as he could. The situation had just gotten worse, though a mere cycle ago, Tigatron would not have believed it possible.

--------------------------------------------------------------------------------

Megatron stood above the Axalon once again, savoring the sweet moment of victory he had awaited for so long. Behind him, Tarantulas finished the last few adjustments on their weapon, and stood back to survey his work.

"Well?" Megatron barked, causing Tarantulas to jump slightly. The scientist giggled softly to himself before turning to Megatron. "You may begin when ready."

Megatron grinned maliciously at the words. "Inferno! Waspinator! Commence your attack." The two fliers took to the air instantly, bearing down on the Axalon with terrifying speed.

"All who oppose the colony will burn!" Inferno shouted above the rushing wind, and hurtled towards the ship. Waspinator was mere inches behind him already taking aim.

"Fire!" Megatron yelled, and Inferno and Waspinator unleashed all of their weapons upon the Axalon. As before all of the Maximals poured out of their vessel, guns blazing, but this time there was no Sentinel to back them up. Inferno took note of Scorponok and Blackarachnia racing along with them on the ground, rapid flashes of yellow-white light indicating they were firing on the Maximals. The Maximal Airazor took flight as soon as she could, streaking towards him with her missiles locked. Inferno found this very amusing. She fired before he had anticipated, however, and caught him a glancing blow in one shoulder, nearly forcing him to drop his flame-thrower. Airazor continued her ascent until she could very nearly count the fang-like protrusions in his mouth, then abruptly banked left, narrowly avoiding a stream of fire.

"Foolish Maximal, you will pay for that," Inferno hissed before changing his direction and following her. His wild laughter could be heard even above the roar of the wind and the sounds of battle below. He increased his speed and thundered after Airazor, his gleaming red eyes alive with murderous intent. Airazor turned and fired on him as often as she dared, but he barely seemed to flinch under her attacks. At long last, his plan became clear, and Airazor abandoned her efforts to deter him and concentrated on outflying him. It wasn't enough.

"Oh, slag," she muttered as Inferno slammed into her. Inferno forced them into a spiraling dive towards the unforgiving ground below. Scant seconds before they crashed, Airazor was given a supreme view of the jagged rocks that would be her landing strip.

"This is gonna hurt," she grunted just before they met the surface of the planet.

--------------------------------------------------------------------------------

"Rattrap, Airazor's down! See if you can get to her; I've got to keep Waspinator and Inferno off the base until Rhinox gets those shields up!" Optimus' voice issued from Rattrap's comm. Rattrap glanced over to where Dinobot was pinned down by Scorponok and sighed.

"Great. Just great. Well, I've said it before, and I'll say it again. We're all gonna die!" He shouted as he fired yet another burst at Blackarachnia. She dove out of the way, but Rattrap was somewhat consoled by the fact that his laser fire nicked her in one leg.

"Man oh man, if we survive this I'm gonna KILL 'dat kid," he muttered. With Tigatron and Rhinox inside trying to get the base defenses back up and Airazor out of the fight, they were outnumbered.

"You shall have to wait in line, rodent." Dinobot hissed as he at last managed to blast Scorponok with his eye beams. "Go after Airazor; I shall engage Blackarachnia."

"You're backing me up, Dinobreath? Well, will wonders never cease?"

"Do not expect it to become a habit, vermin." Before Rattrap could reply, Dinobot drew his sword and charged Blackarachnia. Rattrap didn't wait around to see who was winning before he raced off to assist Airazor.

--------------------------------------------------------------------------------

Optimus barely managed to dodge yet another barrage of fire from Inferno and fired two more missiles at the large red Predacon. Gritting his teeth, he charged Inferno, intending to take out his flight system if it was the last thing he did. He realized his mistake as he heard a series of explosions behind him, accompanied by a symphony of screeching metal. Waspinator had succeeded in bombing the Axalon. Optimus whipped around in mid-air and fired at Waspinator, forcing the Predacon to take evasive action. That done he returned his attention to Inferno, only to be met with a blast of searing fire. He banked hard to the right, and instead of taking it point blank in the face, he received a sparking, smoking hole in his side.

"Rhinox! We need those shields up and we need them now!" He barked, his voice coming out harsher than he had intended.

"I've almost got it. Tigatron's helping Rattrap with Airazor; she's pretty badly damaged."

"Prime." Further conversation was interrupted by the renewed assault of Inferno and Waspinator.

--------------------------------------------------------------------------------

Rhinox frantically reconnected wires and replaced burned out circuits as the Axalon was rocked by yet another explosion.

"We can't take many more hits like that, big guy," Rattrap hollered from where he was helping Tigatron get Airazor into a restoration chamber.

"Tell me something I don't know!" Rhinox shouted back. "Almost there, c'mon, c'mon," he muttered, connecting a few more wires. He was rewarded with a low electric hum, as the systems came back online.

"Hey, hey is 'dat what I think it is?" Rattrap said, coming up behind Rhinox.

"Yup, Sentinel's back up. Radio Optimus and Dinobot and tell them to get back in here. We can take care of the Preds with the weapons systems."

"Already done, they're coming in." Tigatron intoned.

--------------------------------------------------------------------------------

"Megatron, they've repaired their base defenses!" Scorponok yelled frantically over his comm unit. As if to confirm his words, the now familiar green shield shimmered into view.

Megatron sighed heavily. "Merely a delay, Scorponok, yes. Tell Blackarachnia, Inferno and Waspinator to retreat; we shall take care of this with the weapon."

"Acknowledged, Megatron. Coming in."

"Tarantulas, charge and fire at will. I want that shield down!" Megatron shouted harshly to the scientist. He then turned back to the Axalon. "Enjoy the respite while you can, Primal. There is no escape this time, no."

--------------------------------------------------------------------------------

"How bad is the damage?" Optimus asked quietly.

"She was nearly crushed. It'll take days to repair," Rhinox answered. Optimus nodded shortly and returned his gaze to the scanners.

"Meanwhile, we have to worry about the Predacons and that new weapon of theirs. It's only a matter of time before they use it again."

"Agreed. And we're trapped in this ship like rats," Dinobot muttered, earning him a dirty look from Rattrap.

"What about Cheetor? He's still trapped outside; if he should decide to return, the Predacons will surely destroy him," Tigatron voiced suddenly.

Rattrap crossed his arms over his chest and glared at Tigatron. "Right about now, I don't really care what happens to that feline."

Tigatron was nonplussed by Rattrap's words. "Do you honestly believe that this--" he gestured to the restoration chamber Airazor was in-- "Was his intention?"

Rattrap didn't answer, but gritted his teeth and reluctantly shook his head.

"Regardless of what his intentions were, Cheetor has put himself, and, however indirectly, us, in danger. And for what? A nightmare." Tigatron glanced about and saw similar thoughts mirrored on the other Maximals' faces. He closed his eyes briefly, and then left the room.

"Well, Little Cat, I certainly hope you know what you are doing. And may you be protected in whatever endeavor you felt you had to undertake," he murmured to himself. He turned down a hallway but abruptly reversed direction and raced back to the bridge as something slammed into the Axalon, shaking it to its very foundations, and sending the alarms into their screeching song once again.

--------------------------------------------------------------------------------

Cheetor finally forced himself to slow down and be careful for once. This was Predacon territory, and this time he had a feeling Rattrap wouldn't be very eager to help him out should he run into Tarantulas again. He crept around the base of the rock formation he had stopped at, scanning for the cave he had "seen". After only a few moments he nearly fell into it. There it was, exactly as it had been, a shadowed cleft in the rough surface of the rocks. He didn't know whether to be elated or frightened. He hesitated slightly, but slipped into the cool recesses of the cave. As his eyes adjusted to the gloom, he noticed that the walls were covered in line after line of the same flowing script that had been on the sides of the alien probe, again just as he had "seen". He shrugged slightly and moved on, noticing after a while that it seemed to be getting lighter, rather than darker as he had assumed it would. After what seemed like hours of hiking through the twists and turns of the tunnel, he came to its abrupt end... and could only stare in breathless wonder at the scene before him.

"Ultra gear!"

--------------------------------------------------------------------------------

It had almost given up, almost given into the drain, when it heard something. Hardly daring to hope, It stretched Its senses to the entrance of Its cavern, and cried out in relief and joy when It felt the unmistakable Presence of the Seer. It gathered It's strength to call to him, but something else intruded on It's senses.

_No!_ It screamed. _Behind you!_ It had no way of knowing if It's warning had reached the Seer in time, for at that moment the peace of Its home was splintered by laser fire.


	4. Part IV

PART IV

Cheetor had never really believed in the saying 'struck dumb with amazement.' Like so many of those gifted with, shall we say, 'loose tongues,' he was never bereft of words no matter how spectacular the sight, or incredible the situation. Nonetheless, the sight that greeted his eyes now left him quite speechless.

It was not merely the immenseness of the cavern he found himself in, nor even the air of something ancient and undisturbed. It was the fact that the cavern seemed entirely constructed of energon crystals. Sparkling, stable energon crystals. The faceted substance climbed the walls into the shadowed roof of the cavern, and carressed every surface with a gentle violet glow. The cool, dry air of the cavern throbbed with power.

"Ultra gear!" He breathed, finally finding his voice. His words bounced off the walls, echoing around him and deeper into the cavern. Seemingly of their own volition, his feet moved forward, taking him further into the cavern, and then--

_No! Behind you!_ The warning surrounded him, seeming to come from everywhere and nowhere all at once. More disturbing, however, was the high-pitched whine that accompanied the words.

Instinct alone saved him.

Cheetor dove forward, rolling across the worn stone floor of the cavern scant seconds before several laser bolts struck the space where he had been standing, filling the air with the faint scent of ozone and charring the stone black.

"Automated defenses. Oh, that's cute, real cute. Maximize." Deprived of the element of surprise, Blackarachnia's 'defense system' was next to useless, and soon lay in a smoldering heap near the mouth of the cavern. "Score one for the kitty."

--------------------------------------------------------------------------------

Slowly, deliberately, It stretched out Its senses, dismayingly weak as they were. Almost afraid of what It would find, It searched for the Presence of the Seer, silently praying to whatever benevolent deities might be listening. Relief flooded through It as It sensed the Seer, his Presence a bright and shining light against the darkness that threatened to overwhelm It.

_Help me._

--------------------------------------------------------------------------------

Again, out of nowhere the soft cry for help washed over him, fainter than before. Cheetor turned, expecting to see someone behind him, but was greeted only with the sight of more of the energon crystals. "Who's there?" he called warily, bringing his weapon to bear again.

It seemed someone sighed softly behind him, but when he turned he was only vaguely surprised to find no one. "All right, this is gettin' old! Show yourself!" he demanded, unreasonable anger surging through him.

--------------------------------------------------------------------------------

Even through the overwhelming weakness, It was amazed at what It sensed. Such power in this one! Yet it was obvious the Seer had had no training, no guidance; such a thing was unheard of! For one possessed of the Sight, he was surprisingly blind. But now was not the time for idle musings. The voices of Its children were fading with terrifying speed, and soon they would be silenced forever.

Slowly, painfully, It gathered what little strength It had left, and reached out...

--------------------------------------------------------------------------------

Rattrap had, in the last few months, had his life in immediate danger of termination countless times. Of course, all those times he or his teammates had been in a position to do something about it. Thus, being able to do nothing but wait around for the death-blow was starting to get to him.

"Shields are holding... for now," Rhinox called wearily. "Couple more blasts like that though..." He let the sentence trail off, unwilling to give voice to the thought.

"So basically, all we can do is sit here and cross our fingers?"

"Basically."

"Well, ain't that just peachy." Rattrap would have continued with the tirade, but the now familiar squeal of the Predacon's new weapon was heard even through the thick walls of the Axalon, and the ship shuddered violently as the beam slammed into them. "Yeesh, this is gettin' monotonous," he grumbled as he and the others were thrown to the floor.

"Agreed," Optimus replied, hauling himself to his feet. "Rhinox, is there any way we can boost the shields?"

"I've been trying. The only thing left to do is shut down the non-essential systems and divert the power."

"Do it." The order was unnecessary, however, for Rhinox was already typing furiously at his station. Within a few seconds, the effects became obvious as station after station shut down, leaving only the sensors and shields running. Lastly the lights flickered and died, leaving the helm lit only by the dim glow of the functioning panels.

"Well, look at it 'dis way. 'Least now we won't have to see it when we die."

"Shut up, Rattrap."

--------------------------------------------------------------------------------

As long as he lived, Cheetor knew he would never be able to describe it. Nor would he ever be able to forget it. Something... connected with him, and suddenly a tidal wave of unfamiliar thoughts, memories, and feelings flooded through his mind, unlike anything he had ever felt before.

**_PAIN! TERROR! GRIEF!_** the emotions ripped through him without warning, and sent him crashing to his knees.

Waves of crippling pain radiated through whatever link had been established, and beneath it was an agonizing pull. For one timeless instant, Cheetor felt as though someone were draining him of his very lifeforce. Then the onslaught abated somewhat, though the link remained._ Help me. Gods above young Seer, make it stop!_ the Voice pleaded once again, alarmingly faint.

"How? What do I have to do?" Even as he asked the question, he realized he had not spoken the words aloud. And the truly frightening thing was that it seemed only natural to do so.

_What's going on here?_ he thought to himself.

--------------------------------------------------------------------------------

It hastily drew back when It realized the link was hurting the Seer... Cheetor, Cheetor was his name. How had he managed to draw so much from the gentle contact It had initiated? Oh, It would enjoy speaking with this one when it was over. _Help me. Gods a__bove, young Seer, make it stop!_

_How? What do I have to do?_

With an end to the ordeal in sight, It strained to answer, to make Itself heard one more time. It raged against the drain, struggling to muster one more ounce of strength, but for naught. It had nothing left to give.

_Forgive me, my children._ And then...oblivion.

--------------------------------------------------------------------------------

"Ah, the thrill of victory." Megatron eyed the Axalon hungrily, impatient for the fall of his enemies. An agitated chittering drew his attention away from the buckling shields of his prize. "What is it now?" he snapped. Tarantulas frowned at the screen in front of him, not wanting to believe the readings. Blackarachnia leaned casually against the side of their weapon, a carefully hidden look of amusement on her face.

"They've boosted their shields," she said airily, delighting in the outrage that crept over Megatron's features.

"Blast! Can you counter it?" Tarantulas nervously scanned the energy readouts again, hoping against hope that by some miracle they were wrong. They weren't.

"N-not without another power cell; we've used up most of the reserves," he said nervously. Megatron ground his teeth in anger, but willed himself to remain calm. Mustn't let anything get in the way of his victory, no.

"Very well, continue with the assault, and radio Terrorsaur to bring another power cell," he barked, though he was loathe to trust Terrorsaur with any task, much less something as important as the fall of the Maximals.

"Of course, Megatron. The device should have nearly charged another cell by now." Megatron ignored him and returned his gaze to the helpless ship below him. Not long now, Primal, noooo, he chuckled to himself. His private celebration was cut short however, when the ground heaved beneath him and the terrain as far as the eye could see began trembling with terrible force. Large cracks appeared in the earth, throwing dust clouds into the air, and for a moment, Megatron was sure he heard something, as though thousands of voices began screaming at once.

--------------------------------------------------------------------------------

_Forgive me, my children._ The words floated through his mind, filling Cheetor with mute horror. For the life of him he couldn't figure out why, but he knew that something was terribly, terribly wrong.

"Wait! C'mon don't give up now!" Cheetor waited, but not the faintest murmur answered him. The glow of the energon crystals around him began to flicker abruptly, dimming even as he watched. So absorbed was he in the spectacle, that he didn't notice the soft rumblings that were beginning under his feet. Indeed, his first indication that anything was happening was the lurching upheaval of the ground, and the deadly shower of falling energon crystals that rained down from the cavern's roof.

Earthquake! The panicked thought skipped through his mind and was gone as he threw himself to the stone floor, which was bucking and tossing beneath him as though it had acquired life. But why? What had happened? Cheetor had no time to dwell on the questions as he dodged out of the path of a particularly large chunk of crystal. And amazingly, as he was rolling over the unsteady floor, the answer came to him, as answers tend to do once you stop looking for them. He knew what he had to do, no matter how frightening the thought, without really knowing where the knowledge had come from.

He staggered to his feet and began clumsily searching for the link the Voice had made, praying it was still there. He sensed it finally, and faint tug on the back of his mind, though he was beyond questioning how in the name of the Matrix he had managed to do any of what he had done in the past half hour. He froze in the middle of the cavern, beneath perilously hanging energon crystals that threatened to tumble down upon him at any moment, and opened himself completely to the link, letting it blot out all other awareness.

It was as if he had been blind all his life and truly opened his eyes for the first time. He saw things he had thought to exist only in dreams as clear as day, felt and heard things he never knew were there. Most striking of all, however, were the lines of pure power that ran throughout the cavern, pulsing with inner light, and converging in the center of the crystals, only to branch out again and vanish at different points. He knew with an uncanny conviction that he was seeing the very life of the planet he and his teammates had crashed down upon, the energy that kept it going. Now he knew the cause for the death and decay all around him. For all intents and purposes, the Predacons had slit the planet's throat, allowing its lifeblood to pour out into whatever twisted scheme they had come up with. Now he knew the Voice... the heart and mind of the planet itself, the energon.

At any other time, he might have stood in awe of what he had discovered, but the lines of life-giving power were disappearing before his very eyes, and the ground shuddered and groaned as the the life of the planet and all its inhabitants slowly drained away. That could not be allowed.

Inwardly steeling himself for the inevitable pain, he instinctively focused on the pull that had caused such agony earlier, pouring himself into the link and reinforcing it as it too, began to crumble. Suddenly, there it was; a dark, cold void in the energy of the cavern, sucking at the lines of power like some kind of leech. The drain tried to draw him in as well, and for a moment he teetered on the brink of the same bottomless oblivion the Voice had surrendered to. He fought against it with every ounce of the willful spirit that got him into so much trouble, fought against it and won, pulling back from the void.

Now that he knew the location of the problem, it was easy to find the device affixed to one particularly large energon crystal. It was a shiny, oblong contraption, stealing the life from the planet and pumping it into a number of portable power cells at its base, which no doubt provided the energy for the Predacon's 'super-weapon.' A weapon that was probably in the process of disintegrating Sentinel's shields, Cheetor realized with a start. How long could his friends hold out against such power?

"Gotta hurry," he whispered, as the urgency of the situation crashed down upon him even as the roof of the cavern tried to do the same. He darted forward, narrowly avoiding yet another chunk of crystal that likely would have crushed him, and came to a stop in front of Blackarachnia's machine. Only the softest spark of the energon's former majestic glow could be discerned in the crystals around him; he was almost out of time! Cheetor forced the apprehension growing in him aside and studied the device critically.

"Aw man, where's Rhinox when you need him?" The shaking was becoming more violent by the second, and Cheetor could just barely make out the few shreds of late afternoon sunlight that filtered in through the many hairline cracks that were appearing in the ceiling. There was no time to think....he could only act and hope for the best. "Oh yeah, now there's a plan," he growled to himself, but he was out of options. He stared at the mass of wires and connections of the power cells and mentally threw his hands in the air- there was no way he'd be able to figure out how to disconnect it!

A chunk of rock suddenly struck his shoulder, almost forcing him to drop his laser. More and more rocks were raining down upon him, and it was obvious the ceiling would not be able to withstand the stress much longer. Cheetor through one last helpless glance at the machine and brought his weapon to bear. "Well, when in doubt, blow it up," he murmured, and fired.

--------------------------------------------------------------------------------

With the first tremors raced through the floor, Optimus was sure he would very shortly be finding out just how much truth there was to the theory of life after death. It was not, however, the Predacons' laser that struck them.

"Earthquake! Everyone hold on," he called unnecessarily; his crew had a collective deathgrip on anything and everything within reach.

"Geez, talk about bad karma. What else could go wrong?" Rattrap asked rhetorically, clinging to the console in front of him.

"Shut UP, Rattrap!"

--------------------------------------------------------------------------------

Cheetor fired...and realized an instant later that he had made a slight miscalculation. Firing explosives at large quantities of volatile energy is not generally good for one's health. His aim was true, however, and the discharge of his laser connected squarely with the power cells containing the planet's energy.

"Slag!" he shouted, as the resulting wave of pure energon slammed into him, and battered him mercilessly. Oh it was a thousand times worse than before, as though he had been thrust into the heart of a sun.

Pain enveloped him, and drowned out everything else. It couldn't have lasted more than a few seconds, but to Cheetor it felt like years. His last coherent thought before he surrendered to the waves of agony and the panic they caused was that he'd be impossibly lucky if it was only his sight affected this time.

--------------------------------------------------------------------------------

It drifted in a fathomless void, unable to answer the faint calls of the Seer as they grew softer and softer, and finally ceased. It wanted to struggle, to fight against the drain which bound It, but there was simply no strength left.

It was therefore shocked when the pull was suddenly interrupted, and the void began to brighten. Miracle of miracles, It felt the power, the energy, the life flooding back into It. Sweet joy flowed through It as It sent out a mental call to Its children, and heard their voices answer back, growing stronger by the second. The Seer, he had done it! The Seer.....

It stretched out Its senses, relishing the feel of Its energy and strength returning, and searched for him. After only a few moments, It found him.

_Gods above!_ There was no way he'd be able to survive the backwash of energy he had unleashed in saving It. Well, the Seer had saved Its life, It would just have to return the favor...

--------------------------------------------------------------------------------

The onslaught continued without mercy, slamming into him, battering him with unbelievable force. It was all he could do to remain upright, and it was doubtful he'd be able to manage even that much longer. He had almost given into the darkness that lapped at the edges of his vision, when he felt the maelstrom abate. It was as though someone had thrown up a wall between him and the raw energon still pouring into the crystals surrounding him. Not really caring how it had stopped, as long as it had stopped, Cheetor sank to his knees in utter exhaustion, wincing as damage report after damage report was brought to his attention by his over abused body.

_Are you badly injured, young Seer?_ Cheetor was too tired to fire off anymore questions at the disembodied voice that was floating through his mind. In truth, he was getting used to having conversations with the air.

"I'll live. How 'bout you?" An impression of soft laughter, and then...

_I, too, will live, as you put it. Thanks to you, young Seer. _

The heartfelt gratitude that accompanied the last statement almost made up for all the trouble of the day. The last of the energon surge spent itself, and the gentle shields that had been erected around him vanished. More importantly, the violent tremors had subsided and a deafening silence had replaced the roar of the crumbling earth.

"What ARE you?" he whispered at last, even the bone-deep exhaustion and damage of a semi-major energon overload unable to compete with his insatiable curiosity. Again, the warm laughter.

_I believe you already know the answer to that, young Seer...Cheetor. I am that which is all around you, I am that which flows through every living being on this planet, I...am the Guardian. _

--------------------------------------------------------------------------------

Megatron had been thrown to the ground when the first shudderings of the earth had rocked beneath him, and all the Predacons were forced to clutch at the precariously tossing ground for dear life.

"Tarantulas! What in the name of the Pit is going on?" Megatron bellowed as the shaking grew in force. Any reply his scientist might have made was lost in the tortured groans of the planet. It seemed as though the very ground beneath them would be ripped apart. And then...it stopped. Not slowed, not decreased in force, it stopped, and left a shattering stillness behind. The Predacons lurched to their feet in amazement, unsure of what to make of the strange earthquake. "Report!" Megatron barked. Tarantulas studied the small console in front of him for a moment, before sighing in relief.

"No damage to the weapon Megatron, power cells are depleted however."

"Blast. Where is that traitorous excuse for a toaster?" The leader of the Predacons grumbled.

--------------------------------------------------------------------------------

Within the Axalon, the Maximals were also attempting to process the idea that they were somehow still alive.

"Is it- over?" Airazor asked hesitantly.

"Looks like it," Rhinox answered, heaving a sigh of relief. "The Preds seem to have lain off as well."

"They were undoubtedly hit harder by the earthquake," Dinobot rasped from behind him, his eyes narrowed in speculation.

"Hey, speakin' of which, how 'da heck did that happen?" Rattrap demanded a moment later. Rhinox was about to reply, but was cut off by Dinobot.

"That does not matter now. The Predacons are most certainly disoriented, we should counter attack!"

"Yo Chopperface, does the word 'suicide' mean anything t'you?" Rattrap intoned sarcastically.

"It is better than sitting around here waiting for them to regain their position!" Beside them, Tigatron barely stifled a groan. Only those two would be able to argue at a time like this. Even with his own natural tranquility, it was all he could do to keep from throttling them both. Tigatron forced himself to bring his temper into check; his patience was being brought to the breaking point by the Predacons, and his deep concern for Cheetor was piling on top of it. Tigatron recalled the purposeful determination of Cheetor's flight from the Axalon well. His reckless protégé was out to do something. But what? Tigatron was brought out of his reverie by Optimus' firm voice ending the argument between Rattrap and Dinobot.

"Much as I hate to say it, Dinobot's right, we have to launch a counter strike while we still can. Prepare for battle."

--------------------------------------------------------------------------------

_I am the caretaker of all life on this world. It is through me the life energy flows into the inhabitants of this planet- my children._ The Voice took on a hint of pride as it spoke of Its 'children.' Cheetor was still having a hard time grasping the concept of the entire planet being dependent on a sentient deposit of energon for life. Again, the Voice seemed to pick up on his thoughts, and It took on a gently chiding tone. _Child, I am all around you, not just here in this cavern. I AM the planet._

And the Predacons had come within inches of destroying everything.

_But they did not succeed, young Seer. _

"Why do you keep calling me that, anyway?" The Voice was silent for a moment, as though It had not expected him to ask such a thing.

_It is what you are_, came the puzzled reply. _You have seen beyond what others do ever since you landed here, have you not? _

Cheetor shifted uncomfortably at the obvious mention of his odd night visions. "Sight? What's that?" Cheetor wasn't sure he liked the implications of this conversation. Sure, he had vivid dreams, but that didn't mean anything.

Nothing at all...

_There has never been anyone to tell you these things, has there?_ the Voice whispered in naked shock. _How can that be?_

"Look, you wanna tell me just what you're talking about?"

From the beginning of time there have been those gifted with the Sight. In ancient times they were the most highly respected people of any society- the ones to whom the very soul was an open book. It is, sad to say, a rarity now, which is perhaps why your talents have gone unnoticed.

"Whoa, whoa, I don't believe what I'm hearin'! That's something out of a holo-comic!

The Guardian was unsurprised by his lack of belief. It had seen many other Seers react in much the same way. Well, let him believe what he wanted. The truth would make itself known eventually.

"Well, well, well, what have we here?" A harsh, grating voice souded from behind Cheetor and he whipped around in surprise. He was met by the all too familiar sight of a particularly annoying Predacon.

"Terrorsaur," he growled. The bright red Predacon sauntered into the cavern, his weapons aimed and locked on Cheetor.

"Talking to yourself, eh kitty? That's the first sign of insanity, you know," Terrorsaur mocked, an insufferably smug grin plastered on his face. Cheetor discreetly glanced around for an avenue of escape.

"Really? Gee, I thought it was talking to you," he tossed back flippantly. _Come on, make a mistake you overgrown chicken_, he silently prayed, finding himself at a distinct disadvantage.

_I cannot help without harming you both!_ The Voice wailed softly, an almost palpable distress evident in Its words. Still staring warily at Terrorsaur, Cheetor sent a silent reply back to the Guardian, mentally crossing his fingers as he told It what he wanted It to do. _Good luck young Seer_, the Voice whispered, and began.

Terrorsaur gasped as all around him the pulsing light of the energon suddenly flared into a blinding glow, and he instinctively raised an arm to shield his optics. Which, in turn, left Cheetor a much needed opening. Terrorsaur heard the Maximal an instant before he slammed into him, tackling them both to the ground.

"Oh, you'll pay for this, pussycat," Terrorsaur grunted as Cheetor drew his laser cannon. Terrorsaur instanly gripped the barrel, and the two began wrestling for control of the weapon. Cheetor, however, was beginning to truly feel the effects of the damage he'd suffered before the Guardian had been able to protect him from the energon surge and Terrorsaur quickly gained the upper hand. With a triumphant cry, he sent Cheetor's weapon skidding into the shadows of the base of a few large energon crystals. Cheetor found himself in a similar position across the room a moment later, reeling from a solid kick to his midsection.

"This is just not my day," he moaned through gritted teeth.


	5. Part V

PART V

All things considered, Megatron had not for an instant expected the Maximals not to take advantage of the lull in their attack. He was therefore unsurprised when they came pouring out of their ship, weapons locked and loaded.

"Predacons, engage!" he ordered sharply, and his troops immediately charged. The unnatural silence that had reigned in the wake of the earthquake was shattered by the heated sounds of battle; the rapid squeal of laser fire, the guttural war cries, and the sharp, staccato bursts of Tarantulas and Blackarachnia's projectile weapons all rent the air.

--------------------------------------------------------------------------------

Cheetor stumbled to his feet, carefully judging the distance between himself and his laser and trying to decide whether or not he'd have time to get to it before Terrorsaur could squeeze off a shot. In the flickering glow of the energon crystals, he could just make out its outline, ten scant feet away. Glancing up at Terrorsaur, however, he realized it might as well have been ten miles.

"Face it kitty, nowhere to run, nowhere to hide. I hope you enjoy the Pit!" Terrorsaur cackled, before loosing a barrage of firepower at the Maximal.

"Oh slag," Cheetor breathed and forced himself to move. For all his boasting, Cheetor in fact exaggerated his speed very little. Which turned out to be a very fortunate thing indeed. Without conscious decision, he dove forward and rolled to the side in an attempt to close the distance between himself and his weapon. In doing so, he avoided the brunt of the attack, but felt a sudden flash of pain as a lucky shot slammed into his side. He didn't stop though. To stop now would almost surely mean his death.

_Only a few more inches, you can do it._ The Guardian's encouragement cut through the haze of pain and weariness that was closing in on him, and galvanized him anew. With one final burst of momentum, his fingers closed around the smooth grip of his laser, and in one swift motion he lurched to his knees and aimed at Terrorsaur.

"You Preds almost slagged us all," he said quietly, a distinctly dangerous edge to his voice. "As the saying goes, it's payback time."

Terrorsaur didn't even have time to react as Cheetor fired. And fired. And fired. Each burst of energy hit its target with deadly accuracy, until Terrorsaur collapsed in a smoking, sparking heap. Cheetor released the trigger and slid to the cool ground, leaning back against the energon. What he wanted to do, however, was fall down and twitch for a few days.

_That would be unwise given your current location._

"Just how long have you been poking around in my head?" Cheetor asked, bemused.

_Long enough_, the Voice answered enigmatically, but then became more serious. _Will you be able to make it back to your base?_

Cheetor was touched by the concern he sensed behind the words. Experimentally, he hitched himself to his feet, wincing and clutching at his laser burned side as he did so. Terrorsaur had nailed him harder than he first thought.

"I think so," he rasped. "Just don't ask me to do the Cha-Cha."

_The what?_

"Never mind."

The Guardian regarded the Seer silently for a few moments, debating. He was obviously in near desperate need of some kind of medical attention, and yet there was one more thing that needed to be done. Did It dare ask though?

"Ask what?" The question startled It out of Its deliberations. How had he... this one was just full of surprises.

_If you think you have the strength, there is one more thing I would have you do young Seer... Cheetor._

"I'm fine," he lied. "What is it?"

_Destroy this place, Cheetor. Make sure your enemies will never be able to do this again._

--------------------------------------------------------------------------------

Even through the heat of battle, Tigatron's gaze was constantly drawn towards the menacing hulk of the Predacons' 'super weapon.' A wide mouthed cannon it was, modified in way he couldn't even begin to assess. It crouched on the cliffs above the Axalon like some cancerous growth, all sharp angles and black purpose.

"Rattrap, take out that device. Tigatron, give him cover!" Optimus' sharp command left no room for argument, and Tigatron fired a few more shots at Waspinator before racing to Rattrap's side. Together they dodged through the battlefield, narrowly avoiding the blasts that rained down around them.

"Oh sure, give us the hard job," Rattrap panted as the object of their frenzied flight loomed ever closer.

"Stop complaining and run," Tigatron gasped back as he fired a quick burst at Blackarachnia. He felt a small thrill of satisfaction as he watched the female Predacon go down, but it was short lived. They had more important things to think about. Only another few meters to go...

--------------------------------------------------------------------------------

"I can't! You'll die!" Cheetor cried in disbelief. Surely the Guardian wasn't serious.

_I am most serious Cheetor. You must seal this cavern from their reach._

"What about you?" he repeated, refusing to be deterred.

_Child, I have always been and I will always be. I will be all right._ Still, Cheetor hesitated and the Guardian sighed inwardly. There was so little time left. _Please, young Seer_, It whispered quietly. At last, Cheetor was persuaded by the poignant sincerity of the plea, and relented.

"I'll do it," he muttered. Behind him, Terrorsaur stirred slightly and pulled himself into a sitting position. "If you wanna live to try to explain this to good old Megajerk, you'd better make tracks," Cheetor said icily without turning around. Terrorsaur took one look at the Maximal's stance and skittered back out the mouth of the cavern without a word. "You sure about this?" he asked one more time, hating the thought of what he was about to do.

_I am sure. And thank you, my friend._ Slowly, Cheetor slipped to the very edge of the entrance and took aim at the already weakened stone ceiling. With one, final glance and the glowing crystals wherein the spirit of the Guardian lay, he fired several bursts and raced back into the tunnels as fast as he could. Behind him, the cavern was once again filled with the rumble of falling stone as the cavern collapsed in on itself, sending great clouds of dust billowing out into the tunnels.

Cheetor took a few precious seconds to revert to his faster beast mode and resumed his breakneck retreat from the tunnels, reaching the exit an instant before several large boulders slammed down across it, forever sealing the cavern and the Guardian inside. He stumbled to the ground and lay gasping for a few moments, unable to think of anything else but forcing the sweet fresh air into his lungs. He staggered to his feet when he felt he could do so without immediately collapsing again and stared off in the direction of the Axalon.

_Not so far off, it won't take as long getting back,_ he thought. Before his overly abused systems could protest, he dashed off again, quickly leaving the cave far behind.

--------------------------------------------------------------------------------

When exactly had the situation gotten out of his control? Megatron assessed his current situation with a cold, military eye as he attempted to blast Optimus Primal to atoms. Attempted being the operative word. Out of the corner of his optics, he could see Inferno had been pinned down by none other than the backstabbing Dinobot, whilst Rhinox was holding Tarantulas and Scorponok at bay. Things were not going well. Far to the left, Waspinator and Blackarachnia were concentrating their fire on the two other Maximals trying to make their way towards the weapon, and despite the heavy crossfire, the two seemed to be making progress. Megatron was perhaps an egomaniacal tyrant, but he was far, far from stupid. One did not get to be a leader by fighting battles one could not win, much as he hated to admit it.

"It's over Megatron. Let's finish this once and for all," Optimus yelled suddenly. Megatron cast him a cool, calculating look.

"Another time perhaps, Primal. Yes. Predacons, tactical withdrawal!" He shouted, hastily taking his own advice. Inferno and Waspinator took to the air, descending only to catch the weapon in their grip before lifting off again. The spiders melted into the shadowed cliffside almost immediately, and Megatron himself soon followed. If anything, battling this particular group of Maximals had taught them the most efficient ways to run for it.

--------------------------------------------------------------------------------

"Slag! I can't believe it, of all the spineless- they're runnin'!" Rattrap shouted, kicking at the dirt in frustration. Inferno and Waspinator were rapidly becoming lost to sight, and there was no sign of their teammates. Inwardly, Tigatron was immensely relieved. The day was won, and they had all come through near impossible odds once again. Hadn't they? Tigatron glanced over at Rattrap and saw similar thoughts playing out across his features.

"Where are ya' kiddo?" he said under his breath, clearly not meaning for Tigatron to hear.

--------------------------------------------------------------------------------

Cheetor crashed through the underbrush in record time, entirely focused on reaching the base and seeing for himself if the Axalon had survived; both the Predacon attack and the planet's reaction to the Guardian's near death. The Guardian...oh what had he done? He couldn't dwell on that now though. He was almost within hailing distance of the Axalon, only a little further.

A low, droning buzz slowly made its presence known on his senses. He had heard that before, many times. He scanned the sky anxiously and was rewarded a moment later by the sight of Inferno and Waspinator, a large, cumbersome object clutched between them and obviously making tracks for the Predacon base. If those two were retreating then that meant...

Cheetor ducked into the undergrowth a fraction of an instant before the rest of Megatron and his merry band lumbered into view.

"They may have won this round, but once we get another power cell it will be quite a different story, yes," Megatron growled as he stalked through the brush. "We still have the weapon."

"For all the good it'll do you," Cheetor couldn't help whispering, a savage glee welling up inside of him at the thought of Megatron's face when he realized there would be no more 'power cells'. He silently slipped through the concealing plantlife, and gradually Megatron's tirade faded into the distance. When the sounds had ceased altogether, Cheetor stood up from his crouched position and instantly regretted it.

With the threat at long last over, his injuries would no longer allow themselves to be ignored and a wave of dizziness hit him with the force of a Pred fleet. He staggered drunkenly for a few moments before it passed and he was able to open his eyes without the world spinning out of control. He resumed his trek towards the Axalon, though at a much slower, limping pace as his beast mode attempted to make repairs it simply could not hope to deal with.

"Ouch, ouch, ouch," he groaned with each step, more to take his mind off of his aching frame and the crushing exhaustion than anything else.

--------------------------------------------------------------------------------

"Hey Stripes, you hear somethin'?" Rattrap asked suddenly. Tigatron cocked his head slightly and nodded silently as the sound of something tramping through the dead underbrush reached his auditory circuits.

"Could be the Predacons," he whispered as Rattrap drew his pistol once again. The sound was growing louder by the moment, and whomever or whatever was responsible was taking a very erratic course. Rattrap stole over to the edge of the underbrush and carefully pushed a few browning fronds out of his way. He tossed a glance over his shoulder to be sure Tigatron was covering him, then dove forward and brought his weapon to bear on a badly battered Cheetor.

"Nice to see you, too, Rattrap," the cat greeted him mildly, though the words came out more than a little slurred. His normally bright green eyes were dull and unfocused and he wavered unsteadily on his feet.

"Geez, kiddo, what happened to ya'?" Rattrap demanded as he and Tigatron crowded around Cheetor, previous anger at him forgotten.

"Long story, and you probably wouldn't believe me," Cheetor said weakly, before the world around him spun wildly and he fell limply to the ground.

--------------------------------------------------------------------------------

Two days later...

It had been quite a shock when Rattrap and Tigatron arrived back at the Axalon carrying a profoundly unconscious and badly damaged Cheetor between them. It had been an even bigger shock when Rhinox announced he was suffering from energon overload and contamination in addition to several injuries expected to occur in battle. What had he been up to? Even after repairs were made, Cheetor had been unusually subdued, answering questions in monosyllables or not at all, save for when Rhinox had expressed his concern over the fact that the Predacons still had their little toy in their possession.

"Doesn't matter, there's no power source," Cheetor had said quietly. All had stared at him in surprise, but he offered no further information. And Optimus had decided not to push him, even when he had obviously lied through his teeth about the events that had transpired. His story was tissue thin, with "more holes than a slice of Swiss cheese" as Rattrap had put it, but something in his eyes had silently begged Optimus not to press the matter. Against his better judgement, he had relented, but as Cheetor had left the room Optimus had made it clear that he would eventually want the truth.

"The truth? Telepathic energon? Yeah right, they'd all think I'm insane," Cheetor muttered as he stalked down the halls to his room.

_Or perhaps they would think you a hero. You did save us all._

Cheetor skidded to a halt, half believing he had imagined the gentle whisper of the Guardian. _I told you, my friend; I have always been, and I will always be. I have been here since the birth of this planet, and I've survived far worse than a little cave-in._ The last sentence was added in a flippant tone that brought a grin to Cheetor's face.

"What are you doing here?" he asked excitedly, not caring if anyone saw him talking to the air in front of his face.

_Guilt and depression don't become you at all, young Seer. I couldn't let you go on like that; not after all you did for me._

"You came to say goodbye, too." It wasn't a question. A hint of surprise flashed across his mind.

_For now, yes. There is much work to be done, and you and your kind were never meant to know about me._

"You saying you're sorry I found out?" Cheetor was only half-teasing. The reply was instant.

_No, young Seer. I will never regret knowing you and I am proud to call you friend, the Guardian hesitated for a moment before continuing. Remember what I said, Cheetor. Yours is a rare and wonderful talent, do not fear it. Farewell, young Seer._ And then, the Guardian was gone; back to whatever new form it had taken. Cheetor stood in the hallway a moment longer, silently considering what had been said before continuing to his quarters. Optimus wanted the truth, and now Cheetor could give it to him, or at least a carefully edited version of it. Somehow, he doubted they would understand the Guardian, well except for Tigatron maybe, but he could never talk to the others about it. Somehow though, that didn't bother him.

_Good luck_, he thought silently, knowing that the Guardian would hear.

_And take care, my friend._

--------------------------------------------------------------------------------

The Guardian withdrew from the Seer's ship and watched it silently for a moment. It had no business associating with these beings; it would be best to simply forget about them. Yet, It couldn't. It couldn't abandon the Seer. And he would need It, of that It had no doubt. The Seer didn't believe he was a Seer, didn't believe in the gift he had been given. It had seen what happened to untrained Seers when their talents fully developed and it certainly wasn't pretty. If this Cheetor was without support when this happened, the visions would surely drive him mad!

And in Its heart of hearts, It admitted that It had developed an affection for the young Seer - It couldn't abandon him. It wouldn't abandon him.

_Good luck to you as well, child._

_._

_._

The End

* * *

Transformer Author Spotlights thanks you for reading!


End file.
